BOONTON ELECTRONICS CORP
10QSB, 1999-01-29
INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE THREE MONTHS ENDED DECEMBER 31, 1998

                         BOONTON ELECTRONICS CORPORATION


State:  New Jersey                                 Identification No. 22-1543137
File No.   0-2364


Address:  25 Eastmans Road, P. O. Box 465,
Parsippany, New Jersey 07054-0465

Telephone: 973-386-9696

"Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days."

                                                   YES [X] NO [ ]

Shares Outstanding:

DECEMBER 31, 1998              2,387,332
DECEMBER 31, 1997              1,644,301

                                       1
<PAGE>


                                        (Unaudited)

                              BOONTON ELECTRONICS CORPORATION

<TABLE>
<CAPTION>
       Assets                                        December 31, 1998     September 30, 1998
       ------                                        -----------------     ------------------
<S>                                                      <C>                   <C>        
Current assets:                                                                               
    Cash and cash equivalents                            $    47,429           $   113,812
    Trade receivables                                        844,593             1,299,281
    Inventories                                            1,542,061             1,444,245
    Deferred tax benefits                                     86,000                86,000
    Other current assets                                     442,212               318,442
                                                         -----------           -----------

Total current assets                                       2,962,295             3,261,780
                                                         -----------           -----------

Plant and equipment-net                                      438,241               457,160
                                                         -----------           -----------
Other assets:
    Deferred tax benefit                                     927,129               927,129
    Security deposits                                         70,121                70,121
                                                         -----------           -----------

Total other assets                                           997,250               997,250
                                                         -----------           -----------

Total assets                                             $ 4,397,786           $ 4,716,190
                                                         ===========           ===========

LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
    Note payable                                         $    69,032           $    73,333
    Related party loans                                       43,530                43,530
    Accounts payable - trade                                 605,839               783,247
    Other current liabilities                                233,829               527,366
    Unsecured claims payable (Chapter 11
      settlement) current                                                          144,993
                                                         -----------           -----------

Total current liabilities                                    952,230             1,572,469
Note payable - noncurrent                                    289,840               307,496
Related party loans - noncurrent                             218,970               218,970
                                                         -----------           -----------
Total liabilities                                          1,461,040             2,098,935
                                                         -----------           -----------
 Commitments and contingencies

Stockholders' equity:
    Common stock                                             238,733               164,430
    Capital in excess of par                               5,005,563             4,637,866
    Deficit                                               (2,307,550)           (2,185,041)
                                                         -----------           -----------

Total stockholders' equity                                 2,936,746             2,617,255
                                                         -----------           -----------

Total liabilities and stockholders' equity               $ 4,397,786           $ 4,716,190
                                                         ===========           ===========
</TABLE>

The accompanying footnotes are an integral part of these statements.

                                             2
<PAGE>


                                        (Unaudited)

                              BOONTON ELECTRONICS CORPORATION

<TABLE>
<CAPTION>
                                                             For the Three Months Ended
                                                     December 31, 1998      December 31, 1997
                                                     -----------------      -----------------
<S>                                                      <C>                   <C>        
Net sales                                                $ 1,507,840           $ 1,657,200
Cost of goods sold                                           875,998               857,575
                                                         -----------           -----------
Gross profit                                                 631,842               799,625
                                                         -----------           -----------

Operating expenses:
  Commissions                                                136,098               194,395
  Research and development                                   234,534               235,376
  Other operating expenses                                   357,270               351,638
                                                         -----------           -----------
Total operating expenses                                     727,902               781,409
                                                         -----------           -----------

Income/(loss) from operations                                (96,060)               18,216
                                                         -----------           -----------

Interest expense                                              14,487                13,534
Other expense/(income)                                        11,564               (13,527)
                                                         -----------           -----------
Total other expenses                                          26,051                     7
                                                         -----------           -----------

Income/(loss) before provision for
  income taxes                                              (122,111)               18,209
Provision for income taxes                                       398                    --
                                                         -----------           -----------

Net income/(loss)                                           (122,509)               18,209
Stockholders' equity - beginning                           2,617,255             2,449,296
Common stock sold                                            442,000                25,000
                                                         -----------           -----------

Stockholders' equity  - ending                           $ 2,936,746           $ 2,492,505
                                                         ===========           ===========
Weighted average number of shares
  outstanding                                              2,243,775             1,644,301
                                                         ===========           ===========

Earnings/(loss) per share:                               $     (0.05)          $      0.01
                                                         ===========           ===========
</TABLE>

The accompanying footnotes are an integral part of these statements.

                                             3
<PAGE>


                                        (Unaudited)

                              BOONTON ELECTRONICS CORPORATION

<TABLE>
<CAPTION>
                                                          For the Three Months Ended
                                                    December 31, 1998     December 31, 1997
                                                    ------------------    -----------------
<S>                                                      <C>                   <C>      
Cash provided/(used) by operations:
Net income                                               $(122,509)            $  18,209
Adjustments to reconcile net income:
    Depreciation & amortization                             21,929                20,130
(Gain) on sale of fixed assets                                (150)               (3,700)
Decrease/(increase) in current assets:
    Accounts receivable                                    454,688               145,237
    Inventories                                            (97,816)              (86,154)
    Other current assets                                  (123,770)              (48,699)
Increase/(decrease) in current liabilities:
    Accounts payable                                      (177,408)               78,159
    Chapter 11 settlement - current                       (144,993)              (48,491)
    Accrued liabilities                                   (293,537)              (78,401)
                                                         ---------             ---------

Net cash provided/(used) by operations                    (483,566)               (3,710)
                                                         ---------             ---------

Cash flows from investing activities:
    Purchase of equipment                                   (3,010)                 (565)
    Proceeds from sale of assets                               150                 3,700
                                                         ---------             ---------

Net cash provided/(used) by investing activities            (2,860)                3,135
                                                         ---------             ---------

Cash flows from financing activities:
    Payments on loans                                      (21,957)              (65,380)
    Proceeds from sale of stock                            442,000                25,000
                                                         ---------             ---------

Net cash provided/(used) by financing activities           420,043               (40,380)
                                                         ---------             ---------

Increase/(decrease) in cash and cash equivalents           (66,383)              (40,955)

Cash and cash equivalents at beginning of period           113,812               121,620
                                                         ---------             ---------

Cash and cash equivalents at end of period               $  47,429             $  80,655
                                                         =========             =========
</TABLE>

The accompanying footnotes are an integral part of these statements.

                                             4

<PAGE>


                                   (Unaudited)
                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
           DESCRIPTION OF BUSINESS:

     A.  The Company is a New Jersey corporation organized in 1947. The Company
         designs and produces electronic testing and measuring instruments
         including power meters, voltmeters and modulation meters. Recent models
         are microprocessor controlled and are often used in computerized
         automatic testing systems. The Company's equipment is marketed
         throughout the world to commercial and government customers in the
         electronics industry.

         The Company markets and distributes its products throughout the United
         States and abroad through some 15 domestic sales representatives and 24
         foreign distributors. Representatives sell on a commission basis, while
         distributors buy products for resale at discounted ex-factory prices.
         Its representatives and distributors also handle the products of other
         manufacturers, although these are not generally competitive with the
         Company's products except that some items handled by foreign
         distributors may be somewhat competitive.

     B.    Use of estimates - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities at the date of the financial statements and the
         reported amounts of revenues and expenses during the reporting period.
         Actual results could differ from those estimates.

     C.  The company accounts for uncollectible accounts under the direct
         write-off method whereas generally accepted accounting principals
         require provision for such expenses under the allowance method. The
         effect of using this method approximates the allowance method as all
         amounts are deemed to be fully collectible.

     D.  Inventories - stated at the lower of cost or market determined by the
         first-in, first-out (FIFO) method.

     E.  Plant and equipment - Depreciation and amortization are calculated by
         the straight-line method for financial reporting purposes at rates
         based on the following estimated useful lives:

                     Building and improvement                                39
                     Machinery and equipment                               5-10
                     Office furniture and fixtures                         5-10
                     Transportation equipment                                 3

                                       5
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

         The accelerated cost recovery system and modified accelerated cost
         recovery system is used for income tax purposes. Cost of major renewals
         and betterments that extend the life of the property and equipment are
         capitalized. Expenditures for maintenance and repairs are charged to
         expenses as incurred.

     F.  Financial risk - The Company regularly maintains bank account balances
         in excess of FDIC insurable limit.

     G.  Income Taxes - The Company adopted the provisions of Statement of
         Financial Accounting Standards No. 109, "Accounting for Income Taxes"
         which requires a company to recognize deferred tax liabilities and
         assets for the expected future tax consequences of events that have
         been recognized in a Company's financial statements or tax returns.
         Under this method, deferred tax liabilities and assets are determined
         based on the differences between the financial statement carrying
         amounts and tax basis of assets and liabilities using expected tax
         rates in effect in the years in which the differences are expected to
         reverse. The Company recognized the benefit of net operating loss
         carryforwards applying the valuation allowance, which requires that the
         tax benefit be limited, based on the weight of available evidence and
         the probability that some portion of the deferred tax asset will not be
         realized.

     H.  Financial Instruments - The Company's financial instruments include
         cash, cash equivalents, trade receivables and payables, long-term debt
         and loans from related parties for which carrying amounts approximate
         fair value. It is not practicable to estimate the fair value of related
         party loans and long-term debt.

     I.  Stock-Based Compensation - The Company has elected to follow Account
         Principles Board Opinion No. 25, Accounting for Stock Issued to
         Employees (APB25) and related interpretations in accounting for its
         employee stock options. Under APB25, because the exercise price of
         employee stock options equals the market price of the underlying stock
         on the date of grant, no compensation expense is recorded. Effective
         October 1, 1997, the Company has adopted the disclosure only provisions
         of Statement of Financial Accounting Standards No. 123, Accounting for
         Stock-Based Compensation (Statement 123).

                                       6
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

NOTE 2 - PROCEEDINGS UNDER CHAPTER 11:

         The Company operated under Chapter 11 proceedings for the period
September 7, 1993 through November 15, 1994 when, on the later date, the order
confirming the Plan of Reorganization was entered by the United States
Bankruptcy Court, District of New Jersey. The settlement of unsecured claims
under the confirmed Plan of Reorganization totaling 35% of allowed claims for
accounts payable and accrued expenses provided for the following payments to be
made subsequent to November 15, 1994:

        %
       ---
        10      From after tax proceeds from termination of the company's
                pension plan
         5      One year after initial payout
         5      Two years after initial payout
        15      Three years after initial payout

         Pre-petition liabilities in accordance with the November 15, 1994
confirmed plan of reorganization were compromised of the following:
Accounts payable                                                      $ 702,233
Accrued expenses:
     Commissions payable                                                126,370
     Vacation pay                                                        96,250
     Severance pay                                                       25,108
     Other                                                               78,282
                                                                      ---------

          Total September 30, 1994                                    1,028,243

Court authorized payments/adjustments                                   (75,073)
                                                                      ---------
Balance subject to settlement                                           953,170
Amount discharged and/or paid to date                                  (953,170)
                                                                      ---------
Chapter 11 settlement total December 31,1998                          $      --
                                                                      =========

                                       7
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

NOTE 3 - INVENTORIES
                                            December 31,1998  September 30,1998
                                            ----------------  -----------------

Raw material                                   $  798,342         $  707,729
Work in process                                   564,535            532,470
Finished goods                                    179,184            204,046
                                               ----------         ----------
Total inventories                              $1,542,061         $1,444,245
                                               ==========         ==========


NOTE 4 - PLANT AND EQUIPMENT:
                                            December 31,1998  September 30,1998
                                            ----------------  -----------------

Building and improvements                      $   62,329         $   62,329
Machinery and equipment                         1,673,078          1,670,068
Office furniture and fixtures                     582,518            582,518
Transportation equipment                           13,188             13,188
                                               ----------         ----------
      Total                                     2,331,113          2,328,103
Less Accumulated depreciation                   1,892,872          1,870,943
                                               ----------         ----------
      Net depreciated cost                     $  438,241         $  457,160
                                               ==========         ==========

NOTE 5 - NOTES PAYABLE
                                            December 31,1998  September 30,1998
                                            ----------------  -----------------
A. Board of Directors:                                                     
      Notes, subordinated to NJEDA
      loan, dated February 6, 1995,
      payable in monthly installments of
      $5,449 including interest at 9% per
      annum through September 30, 2001:        $  262,500         $   262,500
     Less current portion                          43,530              43,530
                                               ----------         -----------
     Noncurrent portion                        $  218,970         $   218,970
                                               ==========         ===========

Interest expense for the fiscal years ended September 30, 1998 and 1997 amounted
to $24,035 and $24,757, respectively. No principal payments were made due to
these notes being subordinated to the NJEDA loan.

                                       8
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

                                            December 31,1998  September 30,1998
                                            ----------------  -----------------
B.  New Jersey Economic Development                                          
    Authority:
    Notes, dated July 31, 1996, payable in
    Monthly installments of $7,620
    Including interest at 6.75% per
      annum through June 30, 2003:             $  358,872         $   380,829
   Less current portion                            69,032              73,333
                                               ----------         -----------
   Noncurrent portion                          $  289,840         $   307,496
                                               ==========         ===========

Interest expense for the fiscal years ended September 30, 1998 and 1997 amounted
to $28,061 and $23,066, respectively. Future principal payments under the terms
of the agreement are as follows:

                        Fiscal Year                                   Amount
                        -----------                                 ----------
                           1999                                     $   73,333
                           2000                                         72,647
                           2001                                         77,778
                           2002                                         83,271
                           2003                                         73,800
                                                                    ----------
                                         TOTAL:                     $  380,829
                                                                    ==========

NOTE 6 - CONCENTRATION OF CREDIT RISK:

         The Company maintains cash and cash equivalents at three financial
institutions that are insured by the Federal Deposit Insurance Corporation
(FDIC) and/or Securities Investor Protection Corporation (SIPC). The Company at
times during the year had amounts in these institutions that exceeded insurable
limits of $100,000 FDIC and $500,000 SIPC. In the normal course of business the
Company extends unsecured credit to customers in the United States and Asia.

                                       9
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

NOTE 7 - COMMITMENTS AND CONTINGENCIES:

         Commitments:
         A.  Retirement Plans:
             Effective July 1, 1989, the Company adopted a defined contribution
             plan for all eligible employees. In accordance with Internal
             Revenue Code Section 401(k), the plan provides for elective
             deferral of up to 15% of total compensation. The plan further
             provided for a Company matching contribution of 25% of the elective
             deferral amount of each participant that did not exceed 6% of total
             compensation. Effective January 1, 1994, the matching Company
             contribution was suspended due to the company's financial condition
             and pending reorganization. Effective October 1, 1995, the Company
             reinstated a matching contribution at 50% of the elective deferral
             amount for each participant that does not exceed 6% of total
             compensation. The amounts charged to operations were $33,792 and
             $37,581 for the years ended September 30, 1998 and 1997,
             respectively.

         B.  Employee Stock Options Plans:
             On February 26, 1987, the Stockholders approved the 1987 Incentive
             Stock Option Plan, the 1987 Employee Stock Purchase Plan and the
             1987 Stock Option Program for Non-Employee Directors. Subject to
             the provisions of these plans, an aggregate of 150,000 shares of
             the Company's stock was made available for option purchases;
             namely, 75,000 shares, 37, 500 shares and 37,500 shares,
             respectively. The plans ended effective December 1996 and no
             further grants may be made for options.

                                       10
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

                                                      Option
                                       --------------------------------------
                                       Price per share       Number of shares
                                       ---------------       ----------------
Shares under option at
 September 30, 1995                     $     1.0625              81,250
   Exercised                            $     1.0625             (34,500)
   Expired                              $     1.0625                (250)
                                                                 -------
Shares under option at
 September 30, 1996                     $     1.0625              46,500
   Expired                              $     1.0625             (20,000)
                                                                 -------
Shares under option at
 September 30, 1997 & 1998              $     1.0625              26,500
                                                                 =======

Lease Commitments:

             Subsequent to the sale of the Company's facility in Randolph, New
             Jersey on September 28, 1994, the company entered into a seven-year
             lease for its present office and manufacturing facility in Hanover
             Township, New Jersey with a five-year renewal option. Rent charged
             to operations for the fiscal year ended September 30, 1998 was
             $227,400. Annual rent for the initial seven-year term is $227,400
             for the first four years and $300,000 for years five through seven.
             Future minimum lease payments required under the operating lease
             are as follows:

                             Fiscal year              Amount
                             -----------              ------
                                1999                 $300,000
                                2000                  300,000
                                2001                  300,000


             The Company leases office equipment under a five-year operating
             lease with an option to upgrade after three years that it intends
             to exercise. The annual lease payment for the term of the lease is
             $17,617. Future lease payments required under the operating lease
             are as follows:

                                       11
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

                             Fiscal year              Amount
                             -----------              ------
                                1999                 $ 17,617
                                2000                   17,617
                                2001                    1,468

Contingencies:
         A.  Environmental Contingencies:
             Following an investigation by the New Jersey Department of
             Environmental Protection (NJDEP) of the Company's waste disposal
             practices at a certain site that it formerly leased, the Company
             put a ground water management plan into effect as approved by the
             Department. Costs associated with this site are charged directly to
             income as incurred. The owner of this site has notified the Company
             that if the NJDEP investigation proves to have interfered with a
             sale of the property, the owner may seek to hold the Company liable
             for any loss it suffers as a result. However, corporate counsel has
             informed management that, in their opinion, the lessor would not
             prevail in any lawsuit filed due to the imposition by law of the
             statute of limitations.
             Costs charged to operations in connection with the water management
             plan amounted to $57,205 and $43,173 for the years ended September
             30, 1998 and 1997, respectively. The Company estimates the
             expenditures in this regard for the fiscal year ending September
             30, 1999 will amount to approximately $52,000. The Company will
             continue to be liable under the plan in all future years until such
             time as the NJDEP releases it from all obligations applicable
             thereto.

         B.  Contingent Subscription and Option Agreement:
             On June 30, 1997, the Board of Directors of Boonton Electronics
             Corporation (BEC) agreed to enter into a Subscription and Option
             Agreement with G.E.M. USA, Inc. (GEM), a wholly-owned subsidiary of
             General Electronique Mesure, S.A., whereby GEM shall have the
             option to buy 435,984 shares of the common stock of BEC at an
             option price of $3.24 per share. The term of the option agreement
             shall be for a period of two years. GEM paid BEC $25,000 for this
             option and simultaneously purchased 7,716 shares of BEC's common
             stock from the corporation for $25,000.

                                       12
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

             Further, on June 30, 1997, the Board of Directors of BEC resolved
             to enter into a Shared Facilities Agreement with B&K Precision,
             Inc. (B&K), a wholly-owned subsidiary of GEM, as additional
             consideration for the above noted option. B&K shall pay BEC a
             monthly management fee of $15,000 and shall also pay rent at the
             same price per square foot as BEC for the area sublet to B&K.

             The effective date on both of the above-noted agreements was
             October 1, 1997, one day subsequent to the fiscal year end,
             September 30, 1997. The company also received the payment of
             $50,000 on October 1, 1997.

         C.  Income Tax Contingencies:
             The Company's income tax returns for the fiscal years ended
             September 30, 1996, 1997 and 1998 are subject to review.

NOTE 8 - COMMON AND TREASURY STOCK:
<TABLE>
<CAPTION>
                                                         December 31,1998  September 30,1998
                                                         ----------------  -----------------
<S>                                                         <C>                <C>      
         Common Stock:
           $.10 par value, authorized 5,000,000
           shares, issued and outstanding 2,387,332
           shares and 1,644,301 shares, respectively.       $ 238,733          $ 164,430
                                                            =========          =========
</TABLE>

NOTE 9 - INCOME TAXES:
         The components of the deferred tax asset are:
                                    December 31,1998     September 30,1998
                                    ----------------     -----------------
Deferred tax asset                      $2,867,591           $2,867,591
 Less: Valuation allowance              (1,854,462)          (1,854,462)
                                        ----------           ----------

     Net deferred tax asset             $1,013,129           $1,013,129
                                        ==========           ==========

         Financial Accounting Standards Board Statement No. 109, "Accounting for
Income Taxes", requires that the Company record a valuation allowance when it is
"more likely than not that some portion or all of the deferred tax assets will
not be realized". It further states that "forming a conclusion that a valuation
allowance is not needed is difficult when there is negative evidence such as
cumulative losses in recent years".

                                       13
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998


         The ultimate realization of this deferred income tax asset depends on
the ability to generate sufficient taxable income in the future. The Company is
undergoing substantial restructuring changes and has made strategic realignments
of its operations in association with its Plan or Reorganization that management
believes will result in future profitability. While it is management's belief
that these measures will allow the total deferred income tax asset to be
realized by future operating results, the losses in recent years and a desire to
be conservative make it appropriate to record a valuation allowance.

         Accordingly, the Company has provided a valuation allowance (based on
estimated future taxable income) for the portion of the total deferred income
tax asset that will not be realized as related to the operating loss
carryforward.

         Income tax laws allow for the utilization of loss carryforwards over
periods not to exceed 15 and 7 years for Federal and State purposes,
respectively. If the Company is not able to generate sufficient taxable income
in the future through operating results, increases in the valuation allowance
will be required through a charge to expense (reducing stockholder's equity). In
the event the Company reports sufficient profitability to use all of the
deferred income tax assets, the valuation allowance will be eliminated through a
credit to expense (increasing stockholder's equity).

       The following is a reconciliation of income taxes at the federal
statutory rate.

                                        December 31,1998      September 30,1998
                                        ----------------      -----------------
Computed income taxes at statutory rate       $    --              $ 6,191
Recognition of net operating loss                  --               (6,191)
                                              -------              -------
Expense/(benefit)                             $    --              $    --
                                              =======              =======

         The Company has net operating loss carryforwards for federal and state
purposes approximating $6,067,151 and $8,063,752 that will not begin to expire
until the year 2011 and 2003 respectively. These loss carryforwards can be
utilized to reduce future taxable income dollar for dollar.

                                       14
<PAGE>


                                   (Unaudited)

                         BOONTON ELECTRONICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1998

NOTE 10 - SEGMENT INFORMATION:

         The Company is engaged in the manufacture and sale of electronic test
and measurement equipment and management considers its business as a single
segment for reporting purposes.
A.       The Company's export sales were as follows:

           Three Months Ended                                  % of
              December 31,               Amount             Total Sales
           ------------------            ------             -----------

                  1998                  $595,136                39%
                  1997                  $838,158                51%

B. Customers sales to domestic government agencies were as follows:

           Three Months Ended                                  % of
              December 31,               Amount             Total Sales
           ------------------            ------             -----------

                  1998                  $195,947                13%
                  1997                  $ 55,438                 3%

NOTE 11 - EARNINGS PER SHARE:

         Earnings per share have been computed by dividing net earnings by the
weighted average number of common shares outstanding of 2,243,775 for 1998 and
1,644,301 for 1997. Options to purchase a total of 428,268 shares of common
stock at $3.24 per share were not included because the exercise price exceeded
the average market price, which would result in antidilution. Incentive stock
options to purchase 26,500 shares in 1998 and in 1997 were not included because
they were insignificant.

                                       15
<PAGE>


            MANAGEMENT'S DISCUSSION AND ANALYSIS OF INCOME STATEMENTS

                      THREE MONTHS ENDED DECEMBER 31, 1998


       Although the results for the first fiscal quarter were disappointing,
management expects fiscal 1999 to be profitable. Bookings for new orders in the
first quarter were $1,847,227 and the backlog increased by $334,755 to
$1,316,423.

       Sales for the three months ended December 31, 1998 were $149,360 below
the prior year. A decline in export revenues of $243,022 was offset by an
increase in military contract revenues. Gross profit declined by $18,423 due to
the reduced sales volume. Operating costs declined by $53,507 below the prior
year due to reduced commission expense. The loss from operations was $96,060 and
the net loss was $122,509 primarily due to the reduced volume.

The December 31, 1998 inventory was $97,816 higher than the September 30, 1998
balance of $1,444,245. Trade receivables were down $454,688 from the September
30, 1998 balance of $1,299,281 due to the reduced sales volume. The current
ratio increased to 3.1 versus 2.1. In October, 1998 the final payment to
unsecured creditors was made.

                                       16
<PAGE>


SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    BOONTON ELECTRONICS CORPORATION



                                    By:  /s/ YVES GUYOMAR
                                         -------------------------------------
                                             Yves Guyomar, President and Chief
                                             Executive Officer
                                             Date: January 29, 1999



                                    By:  /s/ JOHN E. TITTERTON
                                         -------------------------------------
                                             John E. Titterton, Vice President
                                             Finance, Secretary/Treasurer
                                             Date: January 29, 1999


January 29, 1999

                                       17
<PAGE>


                         BOONTON ELECTRONICS CORPORATION

                             INDEX TO EXHIBIT FILED
                     IN THE QUARTERLY REPORT ON FORM 10-QSB
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 1998


Exhibit No.                                                             Page
- -----------                                                             ----
   27        Financial Data Sheet                                        19

                                       18


<TABLE> <S> <C>


<ARTICLE>                                    5
<CIK>                               0000013191
<NAME>               Boonton Electronics Corp.
<MULTIPLIER>                                 1
<CURRENCY>                                 USD
       
<S>                             <C>
<PERIOD-TYPE>                            3-MOS
<FISCAL-YEAR-END>                  SEP-30-1998
<PERIOD-START>                     JAN-01-1999
<PERIOD-END>                       DEC-31-1998
<EXCHANGE-RATE>                              1
<CASH>                                  47,429 
<SECURITIES>                                 0 
<RECEIVABLES>                          844,593 
<ALLOWANCES>                                 0 
<INVENTORY>                          1,542,061 
<CURRENT-ASSETS>                     2,962,295 
<PP&E>                               2,331,113 
<DEPRECIATION>                       1,892,872 
<TOTAL-ASSETS>                       4,397,786 
<CURRENT-LIABILITIES>                  952,230 
<BONDS>                                      0 
                        0 
                                  0 
<COMMON>                               238,733 
<OTHER-SE>                           2,698,013 
<TOTAL-LIABILITY-AND-EQUITY>         4,397,786 
<SALES>                              1,507,840 
<TOTAL-REVENUES>                     1,507,840 
<CGS>                                  875,998 
<TOTAL-COSTS>                          727,902 
<OTHER-EXPENSES>                        11,564 
<LOSS-PROVISION>                             0 
<INTEREST-EXPENSE>                      14,487 
<INCOME-PRETAX>                       (122,111)
<INCOME-TAX>                               398 
<INCOME-CONTINUING>                   (122,509)
<DISCONTINUED>                               0 
<EXTRAORDINARY>                              0 
<CHANGES>                                    0 
<NET-INCOME>                          (122,509)
<EPS-PRIMARY>                             (.05)
<EPS-DILUTED>                             (.05)
                                               

</TABLE>


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